Early on in George Roy Hill’s Butch Cassidy and the Sundance Kid, following an opening credits montage that features a colorful array of bank robberies and the passing of time with the film’s titular characters, Butch and Sundance find themselves on the second floor porch of a brothel. “Y’know, when I was a kid, I always figured on being a hero when I grew up,” Butch posits to Sundance as they watch the town Marshal discuss some ill-conceived plan towards stopping the two bandits to a large group of people. “Too late now,” Sundance responds while downing a glass of beer.

Sundance isn’t wrong though, and the next ninety minutes of the film do their best in highlighting the two anti-hero’s most admirable and attractive qualities. The bad guys become good strictly based on charm and bravado. (Granted, it doesn’t hurt to be a ruthless bank robber and look like Paul Newman or Robert Redford.)

Christopher McQuarrie’s The Way of the Gun— also starred a pair of bandits, named Longbaugh and Parker (Butch and Sundance’s real life names), looking to unwind and do evil, unlawful things in order to make the extra buck or extra million. In this motion picture, there are no heroes. Only thieves and desperados. Where Butch and Sundance were easy to root for, Longbaugh (Benicio del Toro) and Parker’s (Ryan Phillippe) introduction in The Way of the Gun includes Parker punching and bloodying a young lady (played by Sarah Silverman) in the face after an expletive-filled altercation in a parking lot.

A brawl follows where the two leads get bruised and beaten. Phillippe’s best piece of acting in the film comes immediately after, by way of voiceover work, when he admits that “our options were narrowing down to petty crime or minimum wage.” So they choose the more lucrative path: a sperm donation clinic. “A pint of your blood can fetch you bucks. A shot of come, three grand.”

At the sperm bank—following more offensive-laden language from the tip of Parker and Longbaugh’s hot tongues—the pair overhear a telephone chat mentioning a one million dollar payment to surrogate mother, Robin (Juliette Lewis), for bearing the child of a money launderer, Hale Chidduck (Scott Wilson). It’s at this point that the film’s events are set in motion. That elusive “big score” mentioned in the film’s opening minutes now finally seems within reach. Only there’s one man in the way — Joe Sarno (James Caan).

Sarno’s entrance, or at least the first time the audience sees his face, comes by way of a jail cell visit to bail out Chidduck’s two bodyguards — Jeffers (Taye Diggs) and Obers (Nicky Katt)— who let Robin get kidnapped by the film’s two leads.

“I handle Mr. Chidduck’s laundry, things like you. I make unpleasant decisions for him, which he can't and never will know. And he sleeps very well,” Sarno tells the two mopey, confused looking pair. It’s this type of dialogue, largely from Caan’s mouth, that makes this film so memorable, entertaining, and an anti-Hollywood-picture to boot. James Caan not only steals the film but he seems to take every other aging, old white man in the cast with him towards infamy.

Joe Sarno feels like he comes from the same genealogical strata as Winston Wolf from Pulp Fiction or George Clooney’s titular character from Michael Clayton — thought he’s not as dapper looking as Wolf nor as legally trained as Clayton. Sarno’s a bagman and as Parker warns Robin: “You can’t trust a bagman. They always double-cross you.”

He’s not wrong — you just can’t trust a sixty-year old guy in a beige jacket and slacks. There’s something unsettling about Caan’s alluring neck scars and his patient gait in the jail scene that brings to light this man’s confidence. His languid, methodical, soft-spoken tone further supports the notion that this man not only means business but that he doesn’t care if he dies, either. “The only thing you can assume about a broken-down old man is that he’s a survivor,” Sarno explains to Obers, sticking his face up and close in personnel.

The plot begins to unfold as Longbaugh and Parker flee to a motel south of the Mexican border and demand a $15 million ransom in exchange for the exceptionally pregnant Robin. Then Sarno, after discussing the matter with Chidduck and his wife Francesca (Kristin Lehman) — who we soon learn is having an affair with Jeffers—pays a visit to the ramshackled motel to offer Longbaugh one million dollars in exchange.

The two share a cup of coffee and trade war stories, in what is a brief but an indubitably memorable scene between the acting marvels. “They wanna be criminals more than they wanna commit crime,” Longbaugh tells Sarno, as if he isn’t just describing his own motivations behind the mess he’s involved in. Eventually Robin’s gynecologist, Dr. Painter (Dylan Kussman) comes into the picture and further plot reveals take place.

It’s rare to leave a scene of a motion picture confident that the lead characters might not survive and yet this is the feeling that seeps through when Longbaugh rejects Sarno’s offer and they split ways. Walking slowly in opposite directions, the musical score—commandeered deftly by Joe Kraemer—picks up rapidly as the possibility of an ‘ole cowboy-esque gun duel emerges. Longbaugh turns around quickly with his gun drawn but Sarno is out of sight, hiding behind one of the motel buildings. For a story bereft of affable characters, and instead replaced by one where everyone is scheming behind somebody else’s back, Sarno stands out by way of sheer coolness and bravura.

Other old men also stand out in the film. Chidduck’s thievish, rich-guy in it for my trophy wife ways don’t really add much muster aside for the fact that Scott Wilson plays a great mean, aging bastard. Abner (Geoffrey Lewis, Juliette’s real life father), however, does add some humorous quirks to his part. His first scene involves Abner sitting at his couch at home ready to commit suicide by way of Russian Roulette. A poppy country tune plays in the background as Abner counts his last seconds until a phone call comes in. He covers one ear to drain out the incessant ringing but finally halts his suicide attempt to take the call from Sarno and get his next assignment.

McQuarrie humorously pokes fun at Abner’s cell phone mishaps, in failing to call Sarno when instructed as a result of poor reception or by the fact that he can’t quite figure out how to use the darn thing. The contrast between a grizzled vet ready to take his life and the emergence of new technology is a nice touch. Lewis’ glowing blue eyes and zombie-like state fosters an empowering presence. Sarno and Abner are likely the guys Longbaugh and Parker end up as in their later stages of life--bagmen and hitmen for the wealthy.

Director Christopher McQuarrie, per the director’s commentary DVD, had a difficult time getting his first movie made after the Best Screenplay Oscar victory for The Usual Suspects. Emphasis on his movie being made since he found that Hollywood was more intrigued on the prospect of telling him to make their movie and not further his own vision.

That anger fueled what became The Way of the Gun—a film that introduces its lead characters by way of a misogynist fueled brawl instead of some conventional backstory prologue. A scene that calls out the homophobia of sperm banks with Parker repeatedly uttering homophobic slurs. And a film whose plot is littered with character-actor empresarios and old men who outsmart the young punks. The grizzled veterans, like Sarno, who deliver quippy one-liners but then shoot you in the back when you try to run away. But not without warning.

Where The Usual Suspects relied on, and is remembered for, its final twist, The Way of the Gun’s twist happens in real-time throughout the film. Nearly every scene seems to exude a big “F you” towards hawking producers and Hollywood at large; mostly for better yet sometimes for worse. The noir sensibility of The Usual Suspects certainly seeps its way into this film in tandem with the Western. Yet this film is much more tactile and handsy, less hyper stylized than the one Bryan Singer conjured up a few years prior.

The Way of the Gun was unfairly lumped into the conversation of Quentin Tarantino rip-offs that emerged in droves in the 90s but those films (2 Days in the Valley, Suicide Kings, etc.) were so concerned with copying or riffing on Pulp Fiction that they lost any sense of charm or originality. You can’t copy greatness, so why not tinker it and go off on your own?

The Way of the Gun features a script whose snappiness is more akin to David Mamet than Tarantino. There are no pulp culture references in this film. McQuarrie wasn’t trying to be the other director this film got compared to: Sam Peckinpah. Peckinpah was hyper-stylized at the same time as being bloody violent. The latter shows up here but the style is far more subtle. There are a few action set pieces in particular, that specifically make this crime noir tale stand out more than its compatriots.

McQuarrie’s willingness to try something new instead of mimicking what’s been done before happens throughout the film. First, when Longbaugh and Parker kidnap Robin from the two bodyguards while wearing pantyhose over their faces. The scene is shot in dance-like fashion; with some Bob Fosse routine only with guns, scared faces, and a pregnant woman. McQuarrie’s brother, Doug, a former Navy SEAL, helped diagram the schematics of the scene to look legitimate.

Next, a reverse-car chase—inspired by an episode of Cops that del Toro had seen and liked—takes places immediately following the successful kidnapping. In an expertly edited scene by Stephen Semel, Longbaugh and Parker drive down an alleyway and get out of their car while the car is still running. This shrewdly forces the bodyguards back into their car and the bad guys speed off. This is followed by more alleyway slow-motion chasing with the bad guys dragging one foot on the ground as if to bolt out, but they never do.

Lastly, the deciding shootout at the Mexican brothel is shot so tactfully; the guns sound authentic; effortlessly matching the believable visual aesthetics of Sarno’s henchmen. These action set pieces recall a time when shootouts felt real rather than exaggerated for effect.

The Way of the Gun doesn’t come unblemished. Juliette Lewis, who was cast in many roles similar to this (only better) in the 90s, is used merely as a prop. She bandies about a very pregnant stomach that seems to subsume from whatever character traits she possesses. The scenes where she is given speaking lines, in her feeble attempts at coaxing Parker to help her run free, for example, add very little to the story. Her scenes either play out as a soap opera or a high-octane drama, with little in between.

Ryan Phillippe as Parker is outmatched by nearly everyone in the cast, but especially by the handsome, baggy-eyed Benicio del Toro. Though Phillippe’s perfunctory attempt at pulling off a Marlon Brando accent, by way of a cocked chin, isn’t ideal it also doesn’t ruin the film. His commitment to the bit is laudable, at least.

For all its faults, McQuarrie’s ability to write absorbing, witty dialogue (“adjudicate!”) goes a long way. As does a ceaseless curiosity as to what happens next, something that worked well in The Usual Suspects, too. As the cross and double crosses begin, and the plot becomes more convoluted as a result, that state of unease stays present and engaging. Casting Taye Diggs, a formidable Black actor, in a crime genre mash-up (noir + western) that has largely obviated Black characters up until that time and even in the present day, is also a pleasant surprise. Plus that tactile grit and those ponderous scenes more closely resemble Sidney Lumet or John Sturges than they do Sam Peckinpah. The two-shot scenes and the set design palettes and lighting (thanks to Dick Pope) particularly bring to mind Sturges’ work.

It’s not so much that the film subverts the crime genre so much as it overturns how the viewer expects the story to go and who its protagonists should be. To cast two of the hottest young actors in Hollywood as the lead renegades was an easy choice. To make them as unlikable as Redford and Newman were charming, was difficult. The hardest decision, though, was making the point that, despite the advent of technology (i.e. cell phones), the youthful exuberance, and reckless abandon, it is still a country for old men. Youth may win out, one day, eventually. But not quite yet.

The Way of the Gun ends in a way that is much less hopeful than Butch Cassidy, which leaves its conclusion more ambiguous for the audience. A conclusion that also feels fitting for a film where heroes are scarce and each character is more repulsive than the next. Since anointing Tom Cruise as his right hand man in action movie installments (Jack Reacher, Mission: Impossible), McQuarrie never quite returned to these insular, low-fi roots. Undoubtedly, and oddly, it can be harder to get a $20 million movie made than a $100 million one. Which makes his directing debut here, in The Way of the Gun—with all its backstory absent, abhorrent violence, and anti-Hollywood vibes—all the more impressive and worthy of recognition.

Matt Belenky is a lawyer, Alanis Morissette enthusiast, reader of hard boiled crime novels, and a Coen Brothers devotee. His writing has been featured in Pittsburgh Orbit, Jedidah Ayres' blog, and on his website at www.thethirdtake.com.